Oroco Files Prospectus Supplement in Connection with Bought Deal Public Offering

Rhea-AI Summary

Oroco Resource Corp (OTCQB: ORRCF) filed a prospectus supplement dated January 9, 2026 to qualify a bought-deal public offering of 52,631,600 Units at C$0.38 per Unit for approximate gross proceeds of C$20.0 million. Each Unit includes one common share and one-half warrant; each whole warrant is exercisable to acquire one common share at C$0.53 for 36 months from closing.

The offering is led by a syndicate of underwriters headed by Canaccord Genuity and includes an option to purchase up to an additional 7,894,740 Units exercisable up to 30 days after closing. Closing is expected on or about January 14, 2026 and is subject to regulatory approval, including TSX Venture Exchange. The Prospectus is available on SEDAR+.

Positive

• Approximate gross proceeds of C$20.0 million
• Bought-deal structure led by Canaccord Genuity provides underwritten placement support
• Included warrants offer potential future capital at an exercise price of C$0.53 for 36 months

Negative

• Issuance of 52,631,600 Units will dilute existing shareholders on closing
• Underwriters’ over-allotment option of 7,894,740 Units could increase dilution if exercised
• Securities are not registered in the U.S.; cannot be offered to U.S. persons without exemption or registration

Prospectus Supplement and Base Shelf Accessible on SEDAR+

Vancouver, British Columbia--(Newsfile Corp. - January 10, 2026) - Oroco Resource Corp. (TSXV: OCO) (OTCQB: ORRCF) (the "Company" or "Oroco") announces that, in connection with its previously announced "bought deal" public offering, it has filed a prospectus supplement dated January 9, 2026 (the "Prospectus Supplement") to the Company's base shelf prospectus dated April 23, 2025 (the "Base Shelf" and together with the Prospectus Supplement, the "Prospectus"), to qualify the distribution of 52,631,600 units of the Company (the "Units") at a price of C$0.38 per Unit (the "Offering"), for approximate gross proceeds of C$20.0 million.

Each Unit will be comprised of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of C$0.53 for a period of 36 months from the closing date of the Offering.

The Offering is being conducted through a syndicate of underwriters led by Canaccord Genuity Corp. (collectively, the "Underwriters"). The Company has granted the Underwriters an option to purchase up to an additional 7,894,740 Units on the same terms and exercisable at any time up to 30 days following the closing of the Offering, the particulars of which are further described in the Prospectus Supplement.

Closing of the Offering is expected on or about January 14, 2026, and is subject to regulatory approval, including that of the TSX Venture Exchange.

Access to the Prospectus Supplement, the Base Shelf and any amendment is provided in Canada in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment to such documents. The Prospectus is accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Prospectus Supplement, the Base Shelf and any amendment may be obtained, without charge, from Canaccord Genuity Corp. by email at ecm@cgf.com by providing the contact with an email address or address, as applicable. The Prospectus contains important detailed information about the Company and the Offering. Prospective investors should read the Prospectus and the other documents the Company has filed on SEDAR+ before making an investment decision.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT OROCO

The Company holds a net 87.0% interest in those central concessions that comprise 1,173 hectares "the Core Concessions" of The Santo Tomas Project, located in northwestern Mexico. The Company also holds an 80% interest in an additional 7,861 hectares of mineral concessions surrounding and adjacent to the Core Concessions (for a total Project area of 9,034 hectares, or 22,324 acres). Following an assessment of one of the non-Core Concession, the Company filed an application to reduce the area of that concession, with the result that the additional concessions will total 4,948.24 hectares, for a total Project area of 6,121.11 hectares or 15,124.47 acres). The Project is situated within the Santo Tomas District, which extends up to the Jinchuan Group's Bahuerachi Project, approximately 14 km to the northeast. The Project hosts significant copper porphyry mineralization initially defined by prior exploration spanning the period from 1968 to 1994. During that time, the Project area was tested by over 100 diamond and reverse circulation drill holes, totaling approximately 30,000 meters. Commencing in 2021, Oroco conducted a drill program (Phase 1) at Santo Tomas, with a resulting total of 48,481 meters drilled in 76 diamond drill holes.

The drilling and subsequent resource estimates and engineering studies led to a revised MRE and an updated PEA being published and filed in August of 2024, which studies are available at the Company's website www.orocoresourcecorp.com and by reviewing the Company profile on SEDAR+ at www.sedarplus.ca.

The Santo Tomas Project is located within 170 km of the Pacific deep-water port at Topolobampo and is serviced via highway and proximal rail (and parallel corridors of trunk grid power lines and natural gas) through the city of Los Mochis to the northern city of Choix. The property is reached, in part, by a 32 km access road originally built to service Goldcorp's El Sauzal Mine in Chihuahua State.

Additional information about Oroco can be found on its website and by reviewing its profile on SEDAR+ at www.sedarplus.ca.

For more information, please contact:

Craig Dalziel, Chairman
Oroco Resource Corp.
Tel: 604-688-6200
Email: info@orocoresourcecorp.com
www.orocoresourcecorp.com

Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information

This news release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact included herein, including, without limitation, statements relating to future events or achievements of the Company, the Offering, and the anticipated timing of closing of the Offering, are forward-looking statements. There is no assurance that the proceeds of the Offering will be expended as contemplated, or that the Offering will close on the contemplated timeline or at all. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these matters. Oroco does not assume any obligation to update the forward-looking statements should they change, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279990

FAQ

What is Oroco (ORRCF) offering in the January 2026 bought-deal?

Oroco is offering 52,631,600 Units at C$0.38 per Unit, each Unit comprising one common share and one-half warrant.

How much gross capital will Oroco raise from the ORRCF offering?

The Offering is expected to generate approximately C$20.0 million in gross proceeds before expenses.

What are the warrant terms in the ORRCF prospectus supplement?

Each whole warrant allows purchase of one common share at C$0.53 for 36 months from closing.

When is the ORRCF offering expected to close and what approvals are required?

Closing is expected on or about January 14, 2026 and is subject to regulatory approval, including the TSX Venture Exchange.

Who is leading the underwriting syndicate for Oroco's offering (ORRCF)?

The offering is led by a syndicate of underwriters headed by Canaccord Genuity Corp.

Can U.S. investors buy ORRCF units from this offering?

No; the securities are not registered under the U.S. Securities Act and may not be offered or sold in the U.S. absent registration or an applicable exemption.